WINDSTREAM HOLDINGS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-11-28: Form 8-K; Period of report 2016-11-28; Description 8.01 Other Events; Details 8.01.
- 2016-11-10: Form 8-K; Period of report 2016-11-10; Description 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; Details 1.01.
- 2016-11-10: Form 8-K; Period of report 2016-11-10; Description 8.01 Other Events; Details 8.01.
- 2016-11-07: Form 8-K; Period of report 2016-11-07; Description 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-11-28 | 8-K | 2016-11-28 | 8.01 Other Events | 8.01 Windstream Holdings, Inc. (“Windstream”) (Nasdaq: WIN) and its direct, wholly-owned subsidiary, Windstream Services, LLC (“Windstream Services”), have been advised by JPMorgan that a syndicate of lenders have committed, for Windstream Services’ benefit, to provide up to $600 million aggregate principal amount of incremental term loans (the “Incremental Loans”) under Windstream Services’ existing senior secured credit facilities. | a20161128form8-k.htm |
| 2016-11-10 | 8-K | 2016-11-10 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 3.03 Concurrently with the execution of the Merger Agreement, Windstream effected an amendment, dated November 5, 2016 (the “Amendment”), to its 382 Rights Agreement, dated September 17, 2015 (the “Rights Agreement”), by and between Windstream and Computershare Trust Company, N.A. (as Rights Agent thereunder), pursuant to which the Rights Agreement was amended to provide that, among other things, (i) neither EarthLink nor its controlled affiliates will be deemed an “Acquiring Person” thereunder, (ii) no holder of EarthLink common stock, stock options or restricted stock units will be deemed a “Beneficial Owner” thereunder prior to the consummation of the Combination, and (iii) neither a “Distribution Date” nor a “Stock Acquisition Date” thereunder will be deemed to have occurred in connection with the Combination, in each case, solely as a result of the execution, delivery or performance of the Merger Agreement or the consummation of the Combination and the other transactions contemplated thereby. | a20161110form8-k.htm |
| 2016-11-10 | 8-K | 2016-11-10 | 8.01 Other Events | 8.01 Windstream Holdings, Inc. (Nasdaq: WIN) previously announced that, on November 5, 2016, it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EarthLink Holdings Corp., a Delaware corporation (“EarthLink”), Europa Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Windstream (“Merger Sub 1”), and Europa Merger Sub, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Windstream (“Merger Sub 2”) pursuant to which, among other things, (i) Merger Sub 1 will be merged with and into EarthLink (the “Merger”) with EarthLink continuing as the surviving corporation (the “Surviving Corporation”) and (ii) immediately following the Merger, the Surviving Corporation will be merged with and into Merger Sub 2 (the “Subsequent Merger” and, together with the Merger, the “Combination”), with Merger Sub 2 continuing as the surviving company and an indirect, wholly-owned subsidiary of Windstream (the “Surviving Company”), in each case subject to the terms and conditions of the Merger Agreement. | a20161110form8-kdebt.htm |
| 2016-11-07 | 8-K | 2016-11-07 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On November 7, 2016, Windstream Holdings, Inc. (“Windstream”, the “Company”, “we”, “us”, or “our”) issued a press release announcing the Company’s third quarter 2016 consolidated results of operations. 8.01 On November 7, 2016, Windstream and EarthLink Holdings Corp. (“EarthLink”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of November 5, 2016 (the “Merger Agreement”), by and among Windstream, EarthLink, Europa Merger Sub, Inc. (“Merger Sub 1”) and Europa Merger Sub, LLC (“Merger Sub 2”). | a20160930form8k.htm |
| 2016-09-12 | 8-K | 2016-09-12 | 8.01 Other Events | 8.01 On September 12, 2016, Windstream Holdings, Inc. (Nasdaq: WIN) announced that its direct, wholly-owned subsidiary, Windstream Services, LLC (Windstream), is seeking to amend its existing senior secured credit agreement. | a20160912form8-k.htm |
| 2016-09-07 | 8-K | 2016-08-31 | 8.01 Other Events | 8.01 The Notes will be redeemed on September 30, 2016 (the “Redemption Date”) pursuant to the redemption provisions of the indenture governing the Notes at a redemption price equal to the sum of: (i) 100.000% of the principal amount of the Notes, plus (ii) a make-whole premium (calculated in accordance with the indenture), plus (iii) accrued and unpaid interest on the Notes to the Redemption Date. | a20160907form8-k.htm |
| 2016-08-04 | 8-K | 2016-08-04 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2016, Windstream Holdings, Inc (“Windstream”, the “Company”, “we”, “us”, or “our”) issued a press release announcing the Company’s second quarter 2016 consolidated results of operations. | a20160630form8k.htm |
| 2016-07-29 | 8-K | 2016-07-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective July 27, 2016, J. David Works, Jr., is no longer serving as President - Enterprise for Windstream Holdings, Inc. and Windstream Services, LLC (collectively “Windstream”), or as an executive officer of Windstream. | a20160729form8-k.htm |
| 2016-05-16 | 8-K | 2016-05-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2016 annual meeting of stockholders (the “Annual Meeting”) of Windstream Holdings, Inc. (the “Company”) was held virtually on May 12, 2016 at 11:00 a.m. | a20160516form8-k.htm |
| 2016-05-05 | 8-K | 2016-05-05 | 2.02 Results of Operations and Financial Condition | 2.02 On May 5, 2016, Windstream Holdings, Inc (“Windstream”, the “Company”, “we”, “us”, or “our”) issued a press release announcing the Company’s first quarter 2016 consolidated results of operations. | a20160331form8k.htm |
| 2016-03-30 | 8-K | 2016-03-29 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03. 8.01 On March 29, 2016 Windstream Services announced that it had increased the maximum aggregate principal amount of Notes it may purchase pursuant to its previously announced cash tender offer (the “Tender Offer”) from $350,000,000 to $441,096,000. | a20160330form8-k.htm |
| 2016-03-14 | 8-K | 2016-03-14 | 8.01 Other Events | 8.01 On March 14, 2016, Windstream Holdings, Inc. (Nasdaq: WIN) announced that its direct, wholly-owned subsidiary, Windstream Services, LLC (Windstream), is seeking to raise $400 million in incremental term loans under its existing senior secured credit agreement, subject to market and customary conditions (the “Term Loan”). | a20160314form8-k.htm |
| 2016-02-25 | 8-K | 2016-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2016, Windstream Holdings, Inc (“Windstream”, the “Company”, “we”, “us”, or “our”) issued a press release announcing the Company’s 2015 consolidated results of operations. | a20151231form8k.htm |
| 2016-02-12 | 8-K | 2016-02-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On February 9, 2016, Judy K. Jones and William A. Montgomery informed the boards of directors (collectively, the “Boards”) of Windstream Holdings, Inc. (the “Company”) and Windstream Services, LLC (“Windstream Services”) of their intention not to stand for re-election to the Company’s Board at the Company’s 2016 Annual Meeting of Stockholders (the “Annual Meeting”), currently scheduled to be held on May 12, 2016. | a20160212form8-k.htm |